Weekend in Pearis

by Fleur de Lis

Rating: teen
Tags: Fleur de Lis, Slice of Life, My Little Pony: Friendship is Magic, Romance, Rarity, Twilight Sparkle
Length: 5986

When an unexpected face stops by the Carousel Boutique, Rarity ends up once again smitten with infatuation. As her emotions are forced between two mares, her feelings well up and spill over, but not in the way that either of them expected!

When an unexpected face stops by the Carousel Boutique, Rarity ends up once again smitten with infatuation, but what happens when a dear friend confronts her about her choice in love? As her emotions are forced between two mares, her feelings well up and spill over, but not in the way that either of them expected!

A Rarity and Fleur pairing that dives off the deep end, focusing on the heart-wrenching relationship between them and Twilight as Rarity's emotions are mixed beyond the point of recognition. Written PG-13 for the sake of keeping pace with the story and not loading down the narrative with needless sexual encounters. I hope that's not too much of a disappointment!

This story was being written before Twilight had become an alicorn, so in this story, she is still a normal unicorn.

(The story has since been cancelled due to other projects, however will remain visible for archive purposes as well as a roadmap of development.)

Published 2012-12-07 05:20:01 UTC
Last updated 2014-05-04 07:06:04 UTC

Chapter One: The Unexpected

Rarity pushed herself back and forth on top of Sweetie Belle. The two sweating like dogs on one another as they thrust in unison.

"Harder, Sweetie, faster!" Rarity let out in a winded manner.

Sweetie Belle panted, "I'm trying! It's really starting to hurt!"

"I know it does, but we're almost there!"

The two continued pushing against one another for a few more minutes before Rarity began to cry out.

"Almost there! Almost there, Sweetie Belle! Almost!" She shoved harder and faster, Sweetie Belle grunted between tired huffs!

"Yes! There!" Rarity shouted out before letting out a long, drawn out sigh.

The two mares slumped into the floor as they breathed together, the bellows to the fireplace depressed by their combined weight. Rarity plucked a glowing red crystal from inside of the stove with her magic, "It's perfectly cooked, a constitution for truly magnificent gems." She managed.

"That's great," Sweetie Belle panted, "Too bad you have to- use that stupid, old- wood stove fireplace to cook those Fire Emeralds. That's one heck of a workout."

Rarity nodded and drew a few more breaths, trotting over to one of the many dresses that she has strewn about her workbench. One particular dress stood out well above the rest. A silky, pink, and black gown laid over a mannequin, embroidered with crystal studs and the purest gems. She places it on an empty table and began her work on emblazoning the newly created Emerald as the centrepiece of the dress.

Sweetie Belle glanced over her sister's shoulder, watching her work. Back and forth and back and forth she mended together the expensive fabric.

"Who are you making that dress for, Rarity?" She asked curiously, "It looks like something a princess would wear."

Rarity laughed once more, this time a bit more heartily than before, "Oh Sweetie Belle, darling, I'm flattered, but it's for a new customer. She didn't give me her name but she's a Prench model. Very famous from what I understand," She shrugs and looks toward Sweetie, "but it also doesn't help that I don't particularly keep up-to-date with my foreign fashion artists."

Sweetie Belle looked the dress up and over again, "Why did she choose you to make her dress? If this pony's really that famous, wouldn't she have taken her business to one of the Prench tailors?" she pursed her lips in confusion.

Rarity laughed awkwardly and scratched her neck with her free hoof, "Well... erm... She's famous for different reasons, Sweetie."

Her sister blinked and raised a single brow in interest, "What kind of reasons?" she asked inquisitively.

Rarity pondered for a moment and stood up, "Oh, don't worry about it, darling, maybe you should go see if Apple Bloom and Scootaloo want to play?"

Sweetie groaned in protest, "Aww! But I wanna meet this pony you're talking about!"

Rarity shook her head and affirmed, "No 'but's', Sweetie Belle. Now go!" She shooed her sister out of the boutique, "I'll have dinner ready at 7 o'clock. You can come back then." she smiled as she pushed Sweetie out the door.

Sweetie Belle huffed grumpily, "Fine." she let a long, drawn out sigh, trotting off.

Rarity closed the door and locked it behind her, takes a deep breath and letting a great sigh herself. She trotted over to the outfit on the workbench and levitated it under the light, spreading it out to show it off in it's entirety. It was a skimpy dress meant for some kind of erotic show of sorts, embroidered with gems and lined with lace and fishnet. She knew Sweetie Belle shouldn't be here when her client arrived, whoever this mare was.

She swivelled the gown around to look at it from all different angles, beginning to imagine herself wearing it, but for whom? She hadn't had any kind of special somepony to flaunt her looks and charm. She blushed to herself and shook her head lightly, "What a wonderful fiction." She sighed.

A loud knock on the door startled her from her daze of jealousy. Her nervousness grew in her chest as she looked to the entrance of the boutique.

"Coming!" She blurts out as she trots over to the door, unlocking and swinging it open.

A familiar pony blinked and looked upon Rarity, "Oh, hey Rarity." Twilight smiled, "What are you up to tonight?"

Rarity stammered and shook off the remainder of her daze, "Twilight, darling, come in." She managed a nervous smile.

Twilight returned the smile and stepped into the boutique, "So what have you got going on?"

Rarity hummed to herself, "Just a dress for a client. You know, the usual." She clucked her tongue and return the question, "So what about you? What brings you by this time of day? And where's Spike at? I would think he would be your shadow, especially since you're stopping by here."

Twilight scratched her neck in an awkward manner, "Well..." she began, "He doesn't really know I stopped by."

Rarity slipped the client's dress back onto the workbench, "Really? An unscheduled, surprise visit? Who are you, and what have you done with Twilight Sparkle?" She teased her friend.

Twilight shrugged slightly, "Not exactly." She mutters softly.

Rarity raised a brow in curiosity and was about to ask what she meant by that before the door rapped with another knock.

The two looked over and blinked, Rarity beginning to sweat, "Oh dear! Here she is! I hope she's not too harsh on my design."

Twilight smiled and eased her nerves, "Rarity, you're the best tailor in Ponyville, probably in all of Equestria. I'm sure she'll love it." she reassured her friend.

Rarity worriedly trotted over to the door, opening it with her magic and a greeting, "Welcome to Car-" She stopped cold as she registered who it is standing before her.

Her heart skipped two beats and time seemed to slow. She couldn't believe that she of all mares had come to her. A knot in her throat welled up as she tried to swallow her anxiety. After several moments she finally remembered to breath and inhaled a gasp of surprise before letting it lose softly, whispering under her breath...

"... Fleur?"

Chapter Two: Je Ne Sais Pas

Fleur de Lis flipped her pink mane by Rarity's face and flashed a bright smile, "Bonjour, Rarity! It has been quite some time, no?" She hummed in her soft Prench accent.

The two unicorns stared at each other for a moment before Rarity was finally able to catch her breath.

"Fleur," Rarity repeated, "It is, what a wonderful surprise." She managed a smile of her own in return.

Fleur nodded, "I assume you have my dress finished, oui?" she glanced around at all of the different outfits strewn about various mannequins and work tables.

Rarity blinked and moved to the side, "Oh, Fleur. Come in! Come in! I have your dress right over here."

It took everything she had to stay calm, Fleur? But... Why? she hummed in her head.

"Hi there!" Twilight introduced herself, "My name's Twilight Sparkle, I'm a friend of Rarity's." she smiled cheerfully.

Fleur nodded slightly, "A pleasure to meet you, Mademoiselle Sparkle. I am Fleur de Lis, an older friend of Rarity's." she returned the cheer.

Rarity sighed deeply and slaped a smile on her own face as well, leading Fleur over to her new dress. She lifted it up and hovered it over to the white unicorn. Fleur took the dress in her own magic and gave it several once-overs, her face growing brighter with each detail she spots.

"Oh, Rarity! It is perfect!" She giggled softly and gave her a small peck on the cheek.

Rarity's heart welled up in her throat once again and she seems too startled to speak. Fortunately for her, Fleur took the initiative to allow her to gather herself.

"I will go try it on right now!" said Fleur, trotting upstairs to the bathroom and closing the door.

Rarity's heart still didn't lower itself. The thought of seeing Fleur in an outfit like that makes it only beat faster

What's wrong with me? Rarity thought to herself, She's a mare! She's dating Fancypants! How could you possibly become so... unprofessional around her?!

Then she thought back. Back to the days when her and Fleur attended the Art Academy together. The perfect mare was only an Exchange student then, but Rarity couldn't help herself. She was confused. She was so absolutely infatuated by her. She still was. The thought crossed her mind and she tried desperately to push it out, but she couldn't. She couldn't lie to herself and deny it.

Each second that she waited felt more like hours, years even. Her heart raced as it had before, growing impatient to indulge her senses and look again on the gorgeous mare that she loved. Love. It didn't even make sense to her anymore. The swirl of emotions that ran through her had begun to be too much for her. The room began to spin and she was forced to take a seat. She had forgotten all about Twilight still standing right beside her when she felt a nudge on her shoulder.

"Rarity," Twilight asked in a concerned tone, "Are you alright?"

She blinked twice and stared at Twilight for a moment before answering, "What? Oh, yes. I'm fine, darling." she smiled, blushing softly in embarrassment.

The sound of the door unlocking was heard. Rarity and Twilight both looked toward the staircase to watch the Fleur descend back into the main studio. Rarity still felt weak and nervous.

What will Twilight think about the outfit? I can't imagine how she'll think of me designing such an erotic gown. She thought to herself anxiously.

Fleur de Lis beamed brightly as she walked slowly down the staircase. The dress came up right up to her flank, showing off her cutie mark slightly.

Rarity couldn't help but to gasp aloud. She trembled nervously as Fleur walked ever so calmly over to the two. Twilight gave Rarity a puzzled look before returning her attention to the pink maned mare.

Fleur spun about a couple times before exclaiming, "Oh, Rarity! C'est magnifique! It's gorgeous!" she smiled.

Rarity cleared her throat, "Ahem, yes, quite." she blushed deeply, hiding it with a turn of her cheek.

"It's, well, very... arousing." said Twilight, also blushing with her friend, "Rarity, I didn't take you for one of such... fashions." she manages a laugh, trying breaking the tension in the air.

It was even worse than Rarity could imagine.

I can't believe how... attractive she's become over the years. Rarity thought, How could you possibly bring yourself to think such things about her! She scolded herself.

Unfortunately, no matter how hard she tried to bury her feelings away from sight, she couldn't keep them off of her mind for very long. Rarity's heart began to race and she felt her face becoming hotter by the second. She seemed so concentrated on Fleur's features; Her amazing, violet eyes; Her flawless, white coat; Her perfect, silky mane. All flowing together so seamlessly. It maked Rarity sick with envy. Her head spun again with more emotions than last time.

How could you ever be so selfish? You don't deserve her. You never did! Rarity berated herself once more in her mind.

She felt light headed and sick. She hadn't experienced anything like this before. Rarity blinked once, then twice, then a third time. Her head throbed as she comes out of her daze.

She was lying on the floor, Twilight and Fleur standing over her, yelling her name out.

"Rarity! Rarity! Talk to me!" shouted Twilight, "My goodness, are you alright?!"

Rarity blinked again and sat up slowly, "What in the world?" she muttered, "What happened?" she looked up at the two.

Twilight shook her head, panting slightly, "I don't know. You just froze and passed out after a minute. Are you okay?" she seemed frantic.

"Yes, darling. I'm alright." nodded Rarity, "I'm not sure what came over me. It must be a bit too stuffy in here."

Twilight shook her head and sighed deeply, "I knew you weren't feeling good. You look like you're going to be sick." she pursed her lips.

Fleur nodded, "Rarity. I think it is best that you go rest yourself. You have done such a wonderful job on the dress. You deserve time to take it easy."

Rarity rubbed her head and nodded in affirmation, "Yes, maybe you're right."

Twilight smiled and gasped, looking at the time, "Oh no! I need to get back to the Library, stat! Spike is probably worried where I am!" she looked to Rarity again, "I hope you get to feeling better, Rares. If you need me, you know where to find me." she managed a soft laugh, lightening the mood.

"Thank you, Twilight." Rarity smiled in return, "I'll call you over should I need your assistance."

Twilight leaned in and gave her friend a great hug before turning toward the door and trotting out, waving goodbye, "See you later, Rarity, and it was a pleasure to meet you, Fleur!" she beamed and exits, closing the door to the boutique behind her.

Without skipping a beat, Fleur giggled to herself, "Do I still have that effect on you, Rarity? It seems like nothing at all's changed between us."

Rarity blushed again, her embarrassment welling up now, "Not at all, Fleur. I just... don't feel well. That's all." she scratched the back of her neck with her free hoof.

"Rarity, dear." The unicorn began, "You know that you can tell me anything."

Could she really though? Could she bring herself to simply throw the truth out onto the table? Could she really explain her feelings for her? Rarity didn't think it was quite that easy.

"Why didn't you tell me that you were the one who ordered the dress?" said Rarity, looking up at Fleur.

She laughed, "It wouldn't be much of a surprise visit if you were expecting me, no?"

Rarity shook her head softly, "No. I guess you're right." she could barely think. She was still recovering from her spill a few moments ago.

Fleur leaned down and sat beside Rarity, "You didn't think I came all the way here for a dress, did you?" she smiled to her.

Rarity knew the answer, "No, but why did you?" she asked.

"I wanted to stop by and actually invite you to a little fashion show that's being held in Pearis in a few weeks." Fleur shrugged, "It's up to you whether you want to go or not, but I wanted to have a friend accompany me. That and we haven't spoken in years."

Rarity looked toward the floor, thinking for several moments, "A Prench fashion show? That does sound wonderful." she returned her gaze to Fleur, "But I thought you and Fancypants were dating?"

Fleur de Lis laughed heartily, as if what Rarity had said was a joke, "Oh, Rarity. Fancy and I broke up a while ago. He was just so stuck up in his business, he never gave any time for us to be together. It was like being with a brick at times. Actually," Fleur giggled, "that would be an unfair judgement," she paused again before laughing, "for the brick."

Rarity blinked as it began to dawn on her, She's single? Is she doing all of this for me? We haven't even spoke in some time. Why would she come for me now? she processed to herself.

She didn't know what else to do but ask her directly. She feared the answer she might get, but she couldn't stand not knowing. She couldn't take the suspense any longer.

"Fleur?"

The mare perked up and responded, "Yes, Rarity?"

Rarity cleared her throat and took in a deep breath, letting out a long, drawn out sigh, "Are you..." she stammered, unable to finish her sentence.

Fleur de Lis simply giggled, "Je ne sais pas, Mademoiselle. You'll just have to join me for a weekend in Pearis to find out."

Rarity's heart skipped another two beats...

Chapter Three: First Class Curiosity

"Thank you for helping me pack, Twilight. I really appreciate it." Rarity called to her friend from the other room.

"Oh, my pleasure, Rarity. What else are friends good for?" Twilight managed a smile followed by a light chuckle.

Rarity walked in to finish up sorting through her monstrous amount of garments, "Well you're certainly good for more than just packing, I'll say that for certain."

Twilight looked around to the four, maybe five, bags already filled to the brim. "Um, Rarity?" She began, "How long do you plan on being gone?"

She knew this was typical behavior for Rarity, over packing for every situation that required her to leave the house for more than a few hours, but still. She mentioned only leaving for the weekend and this seemed a bit much by even her standards, not to mention the assortment of royal gowns and illustrious evening wear that almost screamed their hints of suspicion at Twilight. Never-the-less, she gave Rarity the benefit of the doubt and refrained from asking too many questions.

"Like I said, darling, just for the weekend, maybe to Tuesday if things go even more smashing than intended." She beamed a smile to Twilight.

Rarity held a cheerful demeanor but was riddled with anxiety on the inside. The expression "butterflies in the stomach" just didn't seem to do her nervousness justice. Thoughts of Fleur swam in her head like a sea of ecstasy, never wanting to completely wash out of her mind.

She flushed brightly but turned the conversation away from the matter at hand, "Let me make sure I have my train ticke-"

"I put it in your travel case." Twilight interjected.

Rarity blinked for a moment, a bit surprised, "Err, thank you, Twilight. At least there I know it won't get lost."

Twilight managed a slight smile before pursing her lips, looking off to the side, encapsulated by her thoughts. Rarity raised a brow in confusion, "Is something the matter, dear?" she asked in concern for her friend.

Twilight returned her gaze to her friend, shaking her head, "No, I'm alright, Rares; just trying to remember what I could have done with a few books that I misplaced the other day." She chuckled softly, diminishing Rarity's concerns a bit.

"Oh, alright." Rarity breathed, glancing to her mount of luggage.

Twilight surveyed Rarity a bit, "So I noticed you were riding first-class, right?"

Rarity shot a glance to her, "What? Oh, right! Yes, that was Fleur's doing," she beamed, "She certainly doesn't go anywhere out of style, that's for certain." She laughed, waving it off as no big deal.

Twilight returned the laugh and huffed a deep sigh, "You really have some extravagant friends, don't you?"

Rarity glanced to the side for a quick moment before making her way over to Twilight, wrapping her hooves around her, "There's no amount of extravagance that could ever force me away from you and the girls, Twi," she pulled away and smiled cheerfully, "It's just one of the perks of the job."

Twilight's tension between her and Rarity was thick enough to cut with a knife, and Rarity could sense it rather obviously. Without a word, she let go of her friend and steps over to the window, leering outside at the front, checking to see if the carriage had arrived yet.

No such luck. Rarity felt like she couldn't get out of there soon enough. She hated the uncomfortable feeling in the room. The silence pierced the stressing situation with each tick of the second. Rarity wracked her brain, trying to figure out what was on Twilight's mind. It must have been something so extremely important that she couldn't bare to tell her outright.

What in the world is the matter with that Unicorn? Rarity thought to herself silently, still staring out the window.

Seconds felt like minutes and then hours before Twilight finally managed to breath a question, breaking the anxiety, if for only a moment.

"Are you feeling alright, Rarity?"

What an ironic question to be asked from Twilight after how she's acted so far. Rarity turned a glance at her friend for several moments before responding.

"Of course, Twilight," Rarity breathed and smiled, "I'm just excited about going away for a few days. With how busy I've been the last few weeks, a break like this is much welcomed."

Twilight's demeanor seemed to lighten up and returned an affectionate smile to Rarity. Another moment of silence passed but was shortly interrupted by the sound of a carriage being pulled in front of the Carousel Boutique. Rarity glanced out the window and a flash of anxiety struck her.

"It's here!" she exclaimed a little too eagerly.

Twilight and Rarity both grabbed a couple bags each with their magic and began downstairs.

Packing the bags into the small cart was much easier said than done. It took several minutes, including Twilight trying to calculate the luggage volume before the driver finally just crammed everything in there as tightly as possible.

Rarity turned to Twilight and embraced in her in a deep hug, "Take care, darling. I'll be back in a few days." she smiled.

Twilight nodded softly and replied, "I'll be counting the seconds, Rarity." She released her friend as Rarity climbed into the carriage.

The door of the cart closed shut as the driver began pulling toward the train station. Rarity wanted to think about why Twilight has been acting so weird lately, but the thought was quickly shoved from her mind by thoughts of Fleur. Her butterflies started up again and she felt the slight pang of anxiety and excitement from spending an entire weekend with somepony as lovely as her.

Ideas swam through her head non-stop. What are we going to do? Is she going to try to seduce me? No, no, Rarity! She's a lady and wouldn't bring herself to commit such shallow acts as that... err... would she? Rarity mulled over to herself.

She held the train ticket in her hooves, just staring at it, wanting the answers to her questions so terribly bad. It was first-class curiosity at it's worst.

Chapter Four: Old Habits

Rarity stepped onto the train platform, glancing around for just a few seconds before locking eyes with a smiling Fleur, walking toward the her lovely grace.

Fleur stepped in to greet her with a kiss on the cheek, "Bonjour, Rarity! You're just in time, darling." she exclaimed.

Rarity's face burned a bright red at the peck. She knew it was only customary, but couldn't help the thought of there being more behind it than simple compliments.

"Fleur, I wouldn't miss this for the world!" Rarity smiled brightly, "I hope you've enjoyed Ponyville while you were here. I know it's a small town, but admittedly it is quite cute, isn't it?"

Fleur giggles softly, a feature about her that always made Rarity's heart soar at it's charm, "I did. I even stopped by the local spa and was quite impressed, I can see why you stay here."

Rarity chewed softly on her lip, glancing to the train quickly before looking back to Fleur, "Are you ready?"

She gave a soft glance before nodding, "Oui; Our car will be toward the front."

Rarity's head was pegged with the notion. Car? She booked a private car for just the two of us? There are only so many ways that I can imagine this situation playing out in my mind and only a handful are strictly platonic.

The girls boarded the train and made their way to the second car. Rarity didn't know how she felt anymore. Her emotions were rampant between lust and anxiety. What's worse is that it appeared to have no tangible correlation to the situation at hand. With a slight swallow, she suspended her feelings temporarily to reconsider the facts.

Once they had arrived at their car, Fleur slid open the door and took the initiative inside, silently beckoning Rarity to follow into her rather spacious quarters. Rarity noticed a long bench on one side of the cart, decorated with mixtures of pink and black textures that gave the whole room a very sharp feeling.

That wasn't what caught her attention, however. The centrepiece of the space was a wide, twin-sized bed with extravagant posts reaching from the four corners of the soft-looking mattress.

Without missing a beat, Fleur slumped onto the bed in an alluring fashion, shooting a look at Rarity, "Drink?" she motioned to the small bucket of ice with a few bottles of what Rarity can only assume is some kind of spirit.

Rarity thought several moments, her initial reaction was one of reluctance, but she knew that with a trip this long, she was bound to get thirsty sometime. She decided to seize the moment and nodded, smiling, "Of course.~ You know how much I can't resist a good moscoto."

Fleur turned over and rummaged through the bucket, pausing for a moment and then pulling out a smaller wine bottle, "Well, you have a good eye, no? I didn't know they normally stocked moscoto," she flashed a smile of embarrassment.

Rarity knew better. You don't have to lie, Fleur. You know it's my favourite. But she managed to keep her thoughts to herself.

The question lingered on her tongue for what seemed like a millennia: Why? Why now is Fleur suddenly interested in her again? Why is she being so closed off and secretive? It rang in Rarity's mind like a gong, repeatedly crashing over and over to the point of intolerance.

Fleur poured the two a glass and looked up at Rarity with a soft, loving expression. As if by clairvoyance, she could read Rarity's mind, she spoke up.

"I'm just... so fed up with being alone," she breathed in almost a depressed manner.

Rarity's ears perked up and she returned a caring glance, "Fleur, what do you mean, darling? I thought someone like you would have ponies constantly about their presence. Why do you feel so alone?" taking a glass with her magic, sipping the sweet wine slowly, never breaking eye contact.

Fleur shrugged obviously, "You would think so, but unfortunately the glamour only goes so far. A fling here, a buck there, it gets old," she looks up to her friend, "I just need something... somepony with more substance," she smiles.

Rarity shook her head, "I just don't understand why. Why now? Why did you never write to me or stop by?" she felt deeply hurt the more she brought it up, beginning to pace. "Why would you leave me alone with no idea of where you were or why you were away for so long? Why did you push me away?" she managed the last sentence with a soft quaver to her voice.

Rarity felt her cheeks grow hot and batted her eyes more, trying to maintain her composure, of which there was little left. She turned, looking out the window as the last vestige of Ponyville was past and they were fully on their way to Pearis.

"Why did you come back?" Rarity huffed shakily.

Fleur slowly moved from her roost on the bed and gave Rarity a soft hug from behind, nuzzling into her neck softly. Her guilt was obvious and she didn't raise to defend herself on any of the accounts laid claim by Rarity.

The next words rang home like a thousand arrows for Rarity, the welling tears couldn't be held back any longer after Fleur's statement, only a rekindled fire that was bent on never being extinguished again

Fleur managed a soft chuckle, "I guess..." she lead, pausing for one too many seconds, "old habits die hard."

Rarity locked Fleur into a deep kiss and shoved the mare back onto the bed, throwing herself to her and the world.

Chapter Five: Nothing Happened

Rarity pushed open the door to the boutique, hauling her load of luggage through. Her hair was slightly matted, not having much time earlier that morning to ready herself completely. She dumped her bags into her room and checked the time: seventeen after noon. Sweetiebelle wouldn't be back from Fluttershy's for about another three hours. She took this opportunity to maintain herself.

*****

Rarity ran a hoof through her mane in the shower, mulling over the most recent events on her mind. She leaned against the wall softly, letting the water drip from her muzzle. Her stomach was in knots as she reminisced on the weekend spent with Fleur. She felt confused and dazed. She wasn't sure how she should feel anymore. Fleur's feelings for her clouded the water; she couldn't think straight with the immense pressure bearing down on her.

Rarity sat down in the studio and breathed a long sigh to herself, looking up, watching the clock count by each second. The boutique was all but quiet with it's soft ticking. She left herself alone with nothing but her thoughts to keep her company. Her somber wasn't to last, however. A rap at the door woke her from her stupor.

Rarity turned her head toward the door, pausing for a moment before speaking up, "Who is-" her voice cracked slightly and she cleared her throat, repeating, "Who is it?"

A voice called from the other side as if puzzled, "Rarity? It's Twilight. Can I come in?"

Rarity stood up and slowly walked to the door, unlocking it and opening it for her friend, "Twilight, sorry, just..." she paused looking back, "doing a bit of cleaning up." she returned a small smile.

Twilight raised a brow, "Are you feeling alright?"

"Just a bit tired, that's all."

Twilight nodded. She could tell right away that something was up with her friend, but she decided not to pursue, "Mind if I come in?"

Rarity nodded in return and opened the door up completely, stepping back and inviting her inside. She started back toward her chair and took a seat.

Twilight shook her head and couldn't restrain herself, "Rarity, what's up? You're acting weird. Did something happen in Pear-"

"No," Rarity interjected.

Twilight gave her a scowl, "Okay, now I know something's up." she walked beside Rarity and put a hoof on her shoulder, looking at her with a soft expression, "Look, you know you can tell me anything, Rarity." she managed a caring smile.

Rarity looked up at her and returned the smile, "Thank you, Twilight, but I promise, everything's perfectly fine." her expression seemed more genuine than before.

This caught Twilight off guard a bit and she backed down, "Okay..." she thought for a second, "Where's Sweetiebelle?"

"With Fluttershy. I asked her to look after her while I was gone," she replied.

Twilight walked over to Rarity's workbench, looking at one of the dresses she was working on before she left.

Once again the room was left with a thick tension between the two. Rarity couldn't help but feel uncomfortable. She looked at Twilight and returned the question, "What about you, darling. Are you feeling alright?"

She nodded, "Yeah, just some things I was hoping to talk to you about."

"Like what, Twilight?" Rarity's curiosity piqued.

Twilight glanced off to the side suspiciously, "N- no... You'd think it was dumb."

Rarity blinked in surprise, "I most certainly would not!" she stood up, walking over to her friend in a comforting manner.

Twilight pursed her lips and continued to stare out the window.

Rarity threw a hoof around her and spoke quietly, "You can tell me anything, Twi." she smiled.

"So can you..." said Twilight.

Rarity's heart sank. She hated the feeling of lying to Twilight, but she stood resolute in her denial. Now wasn't the right time. She needed to think about it more before she felt comfortable with telling anyone else.

Twilight turned to face Rarity and looked up at her, "What would you say if I told you..." she trailed off. She seemed panicked and scared, like she didn't know whether or not to tell her.

"Told me what?"

With a deep breath, Twilight exhaled, "I love you, Rarity."

Rarity blinked, puzzled, "I love you too, Twi-"

"No! I LOVE you!" Twilight blared, red-faced, "Like, love love..."

Rarity blushed deeply, she was completely taken aback by the comment. So that's what's been on her mind. Rarity thought. Her heart raced, unsure how to respond to Twilight's sudden outburst of infatuation.

When did this happen? Why is she telling her this now? Rarity's mind flew at a million miles per hour trying to register the bomb-shell of a statement that her friend so sincerely dropped onto her.

How could she ever explain Fleur to her? How could she bring herself to look her best friend in the eye and tell her that she was seeing someone else? Rarity and Fleur hadn't actually made anything official, but she was almost certain that it would happen; that the question would arise soon enough, and now this? She had trouble focusing on the sheer gravity of the situation before her.

Twilight simply stared intently at Rarity for several more seconds before dashing her train of though, "Rarity," she breathed.

Unable to formulate a coherent statement, Rarity stammered for a moment before dropping the first sensible word that she could muster.

"What?"

Twilight turned back toward the window, shaking her head, "I've had a crush on you for the past few years. You were the nicest, most beautiful mare I'd ever seen. I-" she sighed, "I didn't know how to tell it to you. I've never felt this way about any other mare."

Rarity responded, "Why did it take so long for you to tell me?"

"I was scared," Twilight choked, "I didn't want to complicate our friendship by throwing my emotions into the mix."

"What's different now, though?"

Twilight thought long and hard for a minute before speaking, "Because... I'm just so tired of being alone."

Rarity felt the impact of the statement like a physical object. Fleur had said the exact same thing only days prior to her. Rarity began to feel guilty and ashamed. Why am I such an idiot?! She scolded herself. She wasn't in a position to express feelings for Twilight, but she would never think of hurting her. Her mood sank. She didn't have any reaction at all.

Twilight took the silence for what it was, "I think I should get back to Spike," her expression fell.

She turned and started toward the door.

Rarity's face was quite pale, if it could have been noticed behind her white coat. She walked with Twilight to the door, looking off to the side, "I love you, Twilight, but I just need some time to... think." she felt a grave pit form in her stomach the moment it left her lips.

Twilight opened the door and looked at Rarity in a serious manner. With an intense breath, she asked, "What happened in Pearis, Rarity?"

Rarity froze, silent, mulling over each and every detail that could pour from her at any moment, but she suppressed the thoughts. She couldn't bear to see her friend completely crushed by the truth. So utterly devastated that she wouldn't be able to even stand the sight of her without breaking down into tears. She refused to let that happen. She couldn't tell her. Not yet. Maybe not ever.

Rarity opened her mouth and in an equally intense manner, let out, "Nothing," she paused for another second, affirming, "Nothing happened..."

The sound of the door closing as Twilight left was like a trigger, causing Rarity to double over in a bout of tears. The words echoed through her in crystal-clear detail like a hammer with each and every recollection, I love you, Rarity. She stayed slumped into the floor, crying, unable to bring herself to comfort.